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WPP plc – ‘20-F’ for 12/31/04 – EX-4.36

On:  Thursday, 6/30/05, at 5:16pm ET   ·   For:  12/31/04   ·   Accession #:  1193125-5-136032   ·   File #:  0-16350

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/30/05  WPP plc                           20-F       12/31/04   12:4.7M                                   RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report of a Foreign Private Issuer           HTML   2.73M 
 2: EX-2.19     Letter Agreement, Dated as of 7 March 2005          HTML    137K 
 3: EX-4.35     Uk Service Agreement, Dated 16 August 2004...Sir    HTML    139K 
                          Martin Sorrell                                         
 4: EX-4.36     Usa Service Agreement, Dated and Effective 16       HTML    158K 
                          August 2004...Sir Martin Sorrell                       
 5: EX-4.37     Usa Service Agreement, Dated and Effective 28       HTML    127K 
                          April 2005...Paul W.G. Richardson                      
 6: EX-4.38     Employement Agreement, Dated as of January 1,       HTML     45K 
                          2002...Howard G. Paster                                
 7: EX-4.39     Employment Agreement, Dated 9 September             HTML    139K 
                          2002,...Mark Read                                      
 8: EX-8.1      List of Subsidiaries                                HTML    119K 
 9: EX-12.1     Certification of Chief Executive Officer Pursuant   HTML     14K 
                          to Rule 13A-14(A)                                      
10: EX-12.2     Certification of Chief Financial Officer Pursuant   HTML     14K 
                          to Rule 13A-14(A)                                      
11: EX-13.1     Certifications of Chief Executive Officer and       HTML     11K 
                          Chief Financial Officer - 18 U.S.C                     
12: EX-14.1     Consent of Independent Auditors                     HTML      7K 

Exhibit 4.36

DATE OF SERVICE AGREEMENT 16^th August 2004

PARTIES

INTRODUCTION

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, the Company and the Executive (individually a “Party” and together the “Parties”) agree as follows:

IT IS AGREED THAT:

“Affiliate” of a person or other entity shall mean a person or other entity that directly or indirectly controls, is controlled by, or is under common control with the person or other entity specified.

“Base Salary” shall mean the salary provided for in clause 7.1 below or any increased salary granted to the Executive pursuant to clause 7.1.

“Board” shall mean the Board of Directors of the Company.

“Compensation Committee” shall mean the Compensation Committee of the Board of Directors of the Parent.

“Group” shall mean the Company and the Parent together with their Subsidiaries and Affiliates and “Group Company” shall be anyone of them.

“Parent” shall mean WPP Group plc.

“Schedule” shall mean Schedule 1 attached hereto.

“Subsidiary” shall mean any corporation of which the Company owns, directly or indirectly, more than 50% of the Voting Stock.

“Term of Employment” shall mean the period specified in clause 3 below.

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“UK Employment Contract” shall mean an agreement between the Parent and the Executive which is effective from April 1, 2005.

“UK Services Agreement” shall mean an agreement of even date between the Parent and J.M.S. Financial Services Limited.

“Voting Power” shall mean the number of votes available to be cast (determined by reference to the maximum number of votes entitled to be cast by the holders of such Voting Stock upon any matter submitted to stockholders where the holders of all Voting Stock vote together as a single class) by the holders of Voting Stock.

“Voting Stock” shall mean capital stock of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies, to elect the Executives of a corporation.

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plans, policies, programs, arrangements of, or other agreements with, the Company or any Group Company. In the event of any termination of the Term of Employment after August 31, 2005, save as provided in clause 3.2 and clause 22 below, the Executive will have no entitlement to any further payments from the Company hereunder and he hereby irrevocably waives any entitlement to notice or pay and/or benefits in lieu of any period of notice. Nothing in this clause 3.1 shall prejudice the Company’s right to terminate the Term of Employment hereunder pursuant to clause 15.1 hereof.

Unless otherwise agreed in writing between the Company and the Executive the Executive shall not be entitled to any director’s fees from the Company or from any Group Company in addition to the remuneration payable by the Company to the Executive hereunder; provided that if the Executive is at any time removed from the office of director whether of the Company or the Parent the Term of Employment shall automatically terminate and such termination shall be deemed to be by the Company for a reason other than provided for in clauses 15.1 or 15.2 of this Agreement.

The Executive shall work at such times and for such periods as the efficient and conscientious discharge of his duties hereunder shall reasonably require. There are no normal working hours for the Executive. The Company acknowledges that the Executive has obligations under the UK Services Agreement and thereafter the UK Employment Contract for the provision of his services which will affect the time during which and the times at which he can discharge his duties under this Agreement.

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will pay such Base Salary due for the particular year in 12 equal monthly instalments in arrears. Prior to July 1, 2005, each of the instalments will be equal to one-half of 40% of the Aggregate Basic Income (as defined in the Schedule) for such year and on and after July 1, 2005, such instalments will be equal to one-twelfth of 40% of such Aggregate Basic Income. Except as otherwise set forth herein, any instalment due hereunder shall be payable in accordance with the regular payroll practices of_. the Company. At appropriate times during the year adjustments shall be made to reflect the US Time (as defined in the Schedule) and such adjustments may be made by adjusting the amount of Base Salary paid for future services hereunder or by adjusting the portion of the bonus earned for the year in which such Base Salary is being adjusted that is attributable to US Time (as defined in the Schedule).

The performance levels and the criteria for achieving them will be agreed between the Executive and the Company in respect of each year and will take into account the following criteria inter alia:

Adjustments shall be made in relation to the Parent and the peer group of companies referred to above as necessary to enable an accurate comparison of performance to be made, provided always that the Company and the Parent will act reasonably and will consult with the Executive prior to making any such adjustments.

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The Executive shall have no entitlement to participate in any incentive arrangements for executives, except as expressly provided herein, or as agreed in writing in advance by the Company or the Parent. The Executive shall be entitled at the discretion of the Compensation Committee of the Company to participate in the WPP Group plc Leadership Equity Acquisition Plan, the WPP Performance Share Plan and such other plans and arrangements which at the discretion of such Compensation Committee shall be made available for the most senior executives of the Company and the Group Companies, subject always to the rules of the applicable plan or scheme.

The Executive is authorised to incur reasonable expenses in carrying out his duties and responsibilities under this Agreement and the Company shall promptly reimburse him for all business expenses incurred in connection with carrying out the business of the Company, subject to documentation in accordance with the Company’s policy.

The Company shall make available to the Executive as required a car and driver appropriate for his sole use. The Company shall maintain, service, and comprehensively insure the car as appropriate and shall arrange for the supply to the Executive of fuel for his use in such car. The Company shall also pay the cost and shall reimburse the Executive for his reasonable properly vouchered club expenses incurred in connection with the Company’s business in accordance with Company policy as from time to time in effect.

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7

8

And any such termination shall be deemed to be a termination of the Term of Employment by the Company without cause for the purposes of clause 20 below.

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Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. All determinations required to be made pursuant to this clause, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilised in arriving at such determination, shall be made by an independent auditor (the “Auditor”) jointly selected by the Company and the Executive and paid by the Company. The Auditor shall be a nationally recognised United States public accounting firm which has not, during the two years preceding the date of its selection, acted in any way on behalf of the Company or any Group Company. If the Executive and the Company cannot agree on the firm to serve as the Auditor, then the Executive and the Company shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. The Auditor shall be requested to provide detailed supporting calculations both to the Company and the Executive within 30 business days of a request for a determination by the Company. The Executive may request such determination by providing written notice thereof to the Company, which will promptly thereafter make such a request of the Auditor. The Auditor shall also make any determination as to whether any Payment shall be required to be reduced pursuant to Rule 11.1 of LEAP. In the event the Auditor determines that the Executive will be better off with a reduction (after taking into account all arrangements between the Company and the Executive including the arrangement for the Gross-Up Payment pursuant to this Clause 15.5(a)) such reduction shall be made even if not required by the terms of Rule 11.1 of LEAP.

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potential claim by the Internal Revenue Service (a “Potential Claim”). For this purpose, a Potential Claim shall mean a claim that has been asserted against the Executive by the Internal Revenue Service in discussion with the Executive or his advisers but which has not yet been asserted in writing to the Executive. Such notification shall be given within 10 business days after the Executive is informed in writing of such Claim or 10 business days after the Executive first becomes aware of a Potential Claim. The Executive shall apprise the Company of the nature of any such Claim and the date on which such Claim is requested to be paid by sending a copy of such Claim to the Company marked for the attention of the Group General Counsel for the time being. The Executive shall also apprise the Company of the nature of any such Potential Claim by sending written details of the circumstances giving rise to the Potential Claim to the Company marked for the attention of the Group General Counsel for the time being. The Executive shall not pay such Claim prior to the expiration of a period of 30 business days following the date on which he gives such notice of the Claim to the Company. If the Company does not contest such Claim, the Company shall pay to the Executive the Gross-Up Payment and any additional amounts due the Executive pursuant to Clause 15.5(b) above but subject to Clause 15.6. If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such Claim in a legally permissible manner or to pay the tax and have the Executive sue for a refund (in which latter case the Company shall pay the tax and shall indemnify and hold harmless the Executive, on an after-tax basis, from any Excise Tax or income or employment tax (including interest and penalties with respect thereto) imposed with respect to such payment of tax), the Executive shall:

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify the Executive for and hold the Executive harmless from, on an after-tax basis, any Excise Tax or income or employment tax (including interest and penalties with respect thereto) imposed as a result of such contest and payment of all related costs and expenses. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or other taxing authority, including any liability for Excise Tax in respect of which no Gross-Up Payment is payable.

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him pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes (including, without limitation, any income, employment, excise and other taxes (which shall include social security, Medicare and similar imposts)) applicable thereto). If, after payment by the Company of an amount on the Executive’s behalf pursuant to Clause 15.5(c), a determination is made that the Executive shall not be entitled to any refund with respect to such payment and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then the amount of such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

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disclosure of any trade secret or other confidential information concerning the business, finances, dealings, transactions or affairs of the Company or any Group Company or of any of their respective customers or clients (which information belongs to the Company or a Group Company) entrusted to the Executive or arising or coming to the Executive’s knowledge during the course of the Term of Employment under this Agreement.

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“Employee” means an employee of the Company or a Group Company employed in the Relevant Area who is employed wholly or mainly in a managerial or creative capacity and whose remuneration (that is salary together with any bonus or incentive payments) receivable in the calendar year immediately prior to the Termination Date is not less than the US$ equivalent of £100,000 such conversion rate to be that in effect at the end of the applicable calendar year.

“Major Client” means a client of the Company, the Parent, a Group Company or the Parent together with any Group Company where the revenues earned or properly chargeable by the Company, the Parent and the Group Company together in relation to that client, or a group of companies of which the client is a part, in respect of any one of the three complete financial years of the Company prior to the Termination Date exceed the US$ equivalent of £2 million such conversion rate to be that in effect at the end of the applicable financial year (excluding VAT or similar taxes).

“Person” includes any company, firm, organisation or other entity.

“Relevant Area” means the United States of America.

“Services” means the services performed by the Executive under this Agreement.

“Termination Date” means the effective date on which the Term of Employment terminates.

disregarding any financial interest of a Person in securities which are listed for trading on a national (whether U.S. or non-U.S.) securities exchange or quoted on the National Association of Securities Dealers Automated Quotation System if that Person, the Executive (together with any Person with whom he is acting in concert and his wife, siblings, parents and children) are interested in securities which amount to less than five per cent. of the issued securities of that class and which, in all circumstances, carry less than five per cent. of the voting rights (if any) attaching to the issued securities of that class.

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15

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in the case of the Executive) and assigns. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company. is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations and duties of the Company, as contained in this Agreement, either contractually or as a matter of law. The Company further agrees that, in the event of a sale of assets or liquidation as described in the preceding sentence, the Company shall take whatever action it legally can in order to cause such assignee or transferee to expressly assume the liabilities, obligations and duties of the Company hereunder. No rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive other than his rights to compensation and benefits, which may be transferred only by will or operation of law except as provided in clause 28 below.

On service of such notice the Company shall be obliged to pay the Executive immediately an amount equal to the aggregate of the following:

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Parent shall on the written request of the Executive given to the Company at any time within three months of the Control Date be and become immediately vested in the Executive and immediately due and payable.

provided that: (x) if the Executive and/or his eligible dependants are prec!uded from continuing his or their participation in any employee benefit plan or program as provided in this clause 19, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he and/or his eligible dependants, as the case may be, are unable to participate for the period specified in this clause 19; (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual or family basis; and (z) payment of such after-tax economic equivalent shall be made quarterly in advance.

17

In addition in such event, the Executive shall also be entitled to continued participation in all medical, dental, hospitalisation and other health benefit plans or programs (in such amounts as are in place as of the date of termination of employment) in which he and his eligible dependants were participating on the date of the termination of his employment until the earlier of:

provided that: (x) if the Executive and/or his eligible dependants are precluded from continuing his or their participation in any employee benefit plan or program as provided in this clause 20.1, he shall be provided with the after-tax economic equivalent of the benefits provided under the plan or program in which he and/or his eligible dependants are unable to participate for the period specified in this clause 20.1; (y) the economic equivalent of any benefit foregone shall be deemed to be the lowest cost that would be incurred by the Executive in obtaining such benefit himself on an individual or family basis; and (z) payment of such after-tax economic equivalent shall be made quarterly in advance.

18

The Company represents and warrants that it is fully authorised and empowered to enter into this Agreement and that the performance of its obligations under this Agreement will not violate any agreement between it or any other person, firm or organisation. The Executive represents that he knows of no agreement between him and any other person, firm or organisation (other than the UK Employment Contract and the UK Services Agreement) that would be violated by the performance of his obligations under this Agreement.

19

This Agreement contains the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between discussions, negotiations and undertakings, whether written or oral, between the Parties with respect thereto including the agreement entered into on 14 May 2001 (other than any agreements with respect to any outstanding equity awards, including equity agreements providing for settlement in cash or other non-equity assets) .

No provision in this Agreement may be amended unless such amendment is agreed to in wilting and signed by the Executive and an authorised officer of the Company (other than the Executive). No waiver by either Party of any breach by the other Party of any condition or provision contained in this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by the Executive or an authorised officer of the Company (other than the Executive), as the case may be.

In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

Except as otherwise provided in clause 29, the respective rights and obligations of the Parties shall survive any termination of the Term of Employment to the extent necessary to the intended preservation of such rights and obligations.

The Executive shall be entitled, to the extent permitted under any applicable law to select and change a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s death by giving the Company written notice thereof. In the event of the Executive’s death or a judicial declaration of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

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New York and in the United States District Court for the Southern District of New York, and by execution and delivery of this Agreement, each of the Parties accepts for himself or itself the exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Each of the Parties irrevocably waives to the fullest extent permitted by law any objection that he or it may now or hereafter have to the laying of the venue of any judicial proceeding brought in such courts and any claim that any such judicial proceeding has been brought in an inconvenient forum.

The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

Except as otherwise provided in clause 17, where any amount is expressed as a sterling amount it shall be converted into United States dollars at the rate prevailing on the due date for payment and paid in United States Dollars.

This Agreement may be executed in two or more counterparts.

AS WITNESS the hands of the parties the day and year first hereinbefore written.

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SCHEDULE   1

Calculation of Base Salary, Bonus and Pension Contributions

“Aggregate Time” the aggregate of US Time and Services Time in respect of a calendar year.

“Aggregate Basic Income” the aggregate of Base Salary payable in respect of a calendar year under clause 7.1 of this Agreement and the fee payable under clause 8.1 of the UK Services Agreement (exclusive of VAT) (or after the Commencement Date (as defined in the UK Employment Contract) the Base Salary payable under clause 6 of the UK Employment Contract) being at the date of this Agreement £840,000 (and subsequently such higher annual fee or salary as agreed by the Company’s Board of Directors pursuant to paragraph 3 below).

“Aggregate Pensions Provision” the aggregate of the Pensions Contribution payable in respect of a calendar year under clause 12.3 of this Agreement and the Pensions Fee payable under clause 13.3 of the UK Services Agreement (exclusive of VAT) (or after the Commencement Date, the Pensions Contributions payable under clause 11.3 of the UK Employment Contract) being at the date of this Agreement £336,000 and subsequently such higher sum as may be agreed between the Company and the Executive for any year before the first day of January of that year, which in no event shall be less than 40% of the Aggregate Basic Income.

“Services Time” the aggregate of the amount of time (computed in working days) which the Director has spent during a calendar year in the provision of services pursuant to the UK Services Agreement or the UK Employment Contract as the case may be.

“US Time” the aggregate of the amount of time (computed in working days) which the Director has spent during a calendar year in performing the duties of his employment pursuant to this Agreement.

                                                             Aggregate Time

                    Aggregate Time

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those fees shall be determined in accordance with this Schedule having regard to the US Time and Aggregate Time from the beginning of the calendar year in which the Control Date or termination of the Term of Employment (as appropriate) occurs until the Control Date or termination, as the case may be.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F’ Filing		Date		Other Filings
		1/1/06
		9/1/05		6-K
		8/31/05
		7/1/05		6-K
Filed on:		6/30/05
		4/1/05		6-K
For Period End:		12/31/04		11-K,  6-K
				List all Filings

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Filing Submission 0001193125-05-136032   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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